🦀 Cargo Mate Terms of Service

Article I - Definitions

1.01 Agreement

"Agreement" means this Software License Terms of Service, including all amendments, modifications, and supplements hereto.

1.02 Commercial Use

"Commercial Use" means any use, reproduction, modification, distribution, or other exploitation of the Software by or for any entity that:

• Has annual gross revenues exceeding US $100,000 in the preceding twelve (12) months.
• Is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code with annual gross revenues exceeding US $100,000 in the preceding twelve (12) months.
• Is owned, controlled by, or under common control with any entity meeting the above criteria.
• Uses the Software in connection with any commercial product, service, or offering that generates or is intended to generate revenue exceeding US $100,000 annually.
• Is determined by Licensor, in its sole discretion, to require a commercial license regardless of revenue thresholds.

1.03 Contribution

"Contribution" means any work of authorship, including code, documentation, configuration files, comments, bug reports, feature requests, test cases, translations, or other materials, intentionally submitted to Licensor for inclusion in or improvement of the Software.

1.04 Contributor

"Contributor" means any individual or Legal Entity that submits a Contribution.

1.05 Distribute

"Distribute" means to make available to third parties, whether by download, physical media, network transmission, or other methods.

1.06 Legal Entity

"Legal Entity" means the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity, where "control" means:

• The power to cause the direction or management of such entity, whether by contract or otherwise.
• Ownership of fifty percent (50%) or more of outstanding shares.
• Beneficial ownership of such entity.

1.07 Licensor

"Licensor" means CyberBoost LLC, a Florida limited liability company, and its successors and assigns.

1.08 Modify or Modification

"Modify" or "Modification" means any addition to, deletion from, or change to the substance or structure of the Software, including:

• Addition to or deletion from the contents of a file containing Software.
• Any new file that contains any portion of the Software.
• Any new file contributed or made available under this Agreement.

1.09 Small Entity

"Small Entity" means any individual or Legal Entity that does not meet the criteria for Commercial Use and uses the Software solely for internal business operations, research, development, testing, or personal purposes, not in connection with any revenue-generating commercial product or service.

1.10 Software

"Software" means the Cargo Mate software program, including all source code, object code, executable files, documentation, configuration files, data files, and any Modifications thereto, in any form and on any media, including updates, upgrades, bug fixes, patches, or new versions provided by Licensor.

1.11 You or Your

"You" or "Your" means an individual or Legal Entity exercising permissions granted by this Agreement.

Article II - Grant of Rights to Small Entities

2.01 License Grant

Subject to the terms of this Agreement, Licensor grants to You, if You qualify as a Small Entity, a worldwide, royalty-free, non-exclusive, non-transferable, revocable license to:

• Use, execute, and run the Software for internal purposes.
• Reproduce the Software for backup and archival purposes.
• Create Modifications of the Software.
• Distribute the Software and Modifications, subject to Section 2.02.

2.02 Distribution Requirements

If You Distribute the Software or Modifications, You must:

• Retain and include all copyright, patent, trademark, and attribution notices contained in the Software.
• Include a complete copy of this Agreement with each distributed copy.
• Clearly identify any Modifications made.
• Not remove or alter any proprietary rights notices.
• Ensure recipients receive the same rights under this Agreement.
• Not impose additional restrictions on recipients' exercise of rights granted herein.

2.03 Sublicensing Prohibited

You may not sublicense the Software. Any attempt to sublicense is void and automatically terminates Your rights under this Agreement.

2.04 No Implied Rights

Except as expressly set forth herein, no other rights or licenses are granted, whether by implication, estoppel, or otherwise.

Article III - Commercial Use License Requirement

3.01 Commercial License Trigger

If You engage in Commercial Use, You must obtain a commercial production license key from Licensor before such use commences. The rights in Section 2 do not extend to Commercial Use.

3.02 Transition Period

If You transition from Small Entity to Commercial Use status:

• You have thirty (30) days from the date You meet Commercial Use criteria to obtain a commercial production license key or cease all use of the Software and comply with Section 8.03.
• During this period, You may use the Software only to transition to a commercial license or cease use.
• You must promptly notify Licensor in writing of Your change in status.

3.03 Commercial License Terms

Commercial production license keys are available under separate terms. Contact mate@cargo.do for details.

3.04 Automatic Termination for Non-Compliance

Any Commercial Use without a valid commercial production license key automatically terminates all rights under this Agreement immediately upon commencement of such use, without notice.

Article IV - Contributor License Agreement

4.01 Grant of Rights

By submitting a Contribution, You grant Licensor a perpetual, worldwide, non-exclusive, royalty-free, irrevocable license, with the right to sublicense, to:

• Use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Contribution in any form, medium, or technology.
• Incorporate the Contribution into the Software and distribute the Software with such Contribution.
• Grant third parties the foregoing rights under this Agreement.

4.02 Representations and Warranties

By submitting a Contribution, You represent and warrant that:

• You have the legal right and authority to enter into this Agreement.
• Your Contribution is Your original creation or You have sufficient rights to grant the licenses herein.
• Your Contribution does not violate any third party's copyrights, trademarks, patents, or other intellectual property rights.
• You are not aware of any claims, suits, or actions pertaining to Your Contribution.
• Your Contribution complies with all applicable laws and regulations.

4.03 Electronic Acceptance

Submission of a Contribution through electronic means (e.g., pull requests, email, issue tracking systems) constitutes acceptance of this Section 4.

4.04 No Obligation

Licensor is under no obligation to accept, incorporate, or use any Contribution.

Article V - Trademark Rights and Restrictions

5.01 Licensor Trademarks

Licensor owns all rights in the trademarks and service marks "Cargo Mate," "CyberBoost," and associated logos or branding elements ("Licensor Marks").

5.02 Limited Trademark License

You are granted a limited, non-exclusive, non-transferable license to use the Licensor Marks solely to:

• Identify unmodified versions of the Software in accordance with accepted trademark practices.
• Comply with any trademark usage guidelines published by Licensor at https://cargo.do or other reasonable means.
• Avoid suggesting endorsement, sponsorship, or affiliation with Licensor beyond the licensing relationship herein.

5.03 Trademark Restrictions

You may not:

• Use any Licensor Mark as part of Your own product, service, or company name.
• Use any Licensor Mark in a manner that may cause confusion, mistake, or deception.
• Use any Licensor Mark to disparage Licensor, its products, or services.
• Register any trademark, domain name, or identifier incorporating or confusingly similar to any Licensor Mark.
• Challenge Licensor's ownership of the Licensor Marks.

5.04 No Other Trademark Rights

Except as set forth in Section 5.02, no trademark license is granted, and all rights in the Licensor Marks are reserved to Licensor.

Article VI - Disclaimer of Warranties

6.01 AS IS Basis

The Software is provided "AS IS" and "AS AVAILABLE" without warranty of any kind. Licensor disclaims all warranties, whether express, implied, or statutory, including:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Warranties arising from course of dealing, performance, or usage of trade.
• Warranties that the Software will be error-free, uninterrupted, or free from harmful components.
• Warranties regarding the accuracy, reliability, or completeness of the Software or any information provided therewith.

6.02 Risk Assumption

You acknowledge that Your use of the Software is at Your sole risk, and You are responsible for any damage to Your computer system, loss of data, or other harm resulting from such use.

6.03 Jurisdictional Variations

Some jurisdictions do not allow the exclusion of implied warranties, so some exclusions may not apply to You. In such cases, Licensor's warranties are limited to the minimum scope and duration required by law.

Article VII - Limitation of Liability

7.01 Exclusion of Damages

To the maximum extent permitted by law, Licensor shall not be liable for:

• Indirect, incidental, special, consequential, punitive, or exemplary damages.
• Damages for loss of profits, revenue, data, use, goodwill, or other intangible losses.
• Damages arising from Your use or inability to use the Software.
• Damages from third-party claims.
• Damages from unauthorized access to or alteration of Your transmissions or data.

7.02 Cap on Total Liability

Licensor's total aggregate liability arising from this Agreement or the Software shall not exceed One Hundred United States Dollars ($100.00).

7.03 Essential Purpose

The limitations in this Article VII apply even if any limited remedy fails of its essential purpose.

7.04 Jurisdictional Variations

Some jurisdictions do not allow the limitation or exclusion of certain damages, so some limitations may not apply to You.

Article VIII - Termination

8.01 Termination for Breach

Licensor may terminate this Agreement immediately upon written notice if You materially breach any term and fail to cure such breach within fifteen (15) days after receiving written notice.

8.02 Termination by You

You may terminate this Agreement at any time by ceasing all use of the Software and complying with Section 8.03.

8.03 Effect of Termination

Upon termination:

• All rights granted under this Agreement immediately cease.
• You must promptly cease all use of the Software.
• You must destroy or permanently remove all copies of the Software in Your possession or control, including backups and archived copies.
• Upon Licensor's written request, You must provide written certification of such destruction or removal.
• Any Contributions previously submitted remain subject to Article IV.

8.04 Survival

The following provisions survive termination: Articles I, IV, V, VI, VII, VIII.03, VIII.04, IX, X, and XI.

Article IX - Profit Distribution to Contributors

9.01 Revenue Sharing Commitment

Licensor commits to distributing commercial licensing revenue as follows:

• Up to thirty-three percent (33%) of net profits to Approved Active Contributors.
• Thirty-three percent (33%) for operational overhead and business expenses.
• Thirty-three percent (33%) for investments, reserves, and business development.
• One percent (1%) for administrative costs related to profit distribution.

9.02 Approved Active Contributors

Eligibility Requirements: Contributors must be designated as "Approved Active Contributors" based on:

• Significant ongoing contributions to Software development, maintenance, or enhancement.
• Active participation in project development within the preceding twelve (12) months.
• Formal approval by Licensor management.
• Execution of a separate contributor agreement, if required.

Merit-Based Selection: Designation is based on the quality, significance, and impact of contributions, not automatic.

Grandfathered Contributors: Licensor may designate certain contributors as "Grandfathered Contributors" based on historical contributions, maintaining profit-sharing eligibility.

9.03 Distribution Methodology

Weighted Distribution: The 33% allocation to Approved Active Contributors is distributed based on:

• Contribution significance and impact.
• Time and effort invested.
• Technical complexity of contributions.
• Current market conditions and business performance.
• Other factors determined by Licensor.

Variable Allocation: The actual percentage distributed may be less than 33% based on market conditions, business performance, and other factors.

Quarterly Distribution: Distributions, if any, are made quarterly within sixty (60) days after each calendar quarter, subject to available profits and cash flow.

9.04 No Guarantee or Obligation

• Profit distribution is discretionary and subject to business performance and cash flow.
• No Contributor has a guaranteed right to profit distribution.
• Licensor may modify, suspend, or terminate the profit-sharing program with thirty (30) days' written notice.
• This arrangement does not create an employment, partnership, or joint venture relationship.

9.05 Tax Responsibilities

Recipients of profit distributions are solely responsible for applicable taxes. Licensor will issue required tax documentation.

Article X - Export Compliance and Legal Compliance

10.01 Export Control Laws

You must comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

10.02 Prohibited Destinations and Parties

You shall not export, re-export, transfer, or make available the Software:

• To any country subject to a U.S. government embargo or designated as a "terrorist supporting" country.
• To any person or entity on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List, Entity List, or Unverified List.
• For any purpose prohibited by law, including nuclear, chemical, or biological weapons proliferation.

10.03 General Legal Compliance

You must use the Software in compliance with all applicable federal, state, local, and international laws, regulations, and ordinances.

10.04 Government End Users

If You are a U.S. government end user, the Software is provided as "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable government regulations.

Article XI - Governing Law and Jurisdiction

11.01 Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles.

11.02 Exclusive Jurisdiction

Any legal action or proceeding arising from this Agreement shall be brought exclusively in the federal or state courts in Pinellas County, Florida. The parties consent to the personal jurisdiction and venue of such courts.

11.03 Waiver of Jury Trial

To the extent permitted by law, each party waives its right to a jury trial in any legal proceeding arising from this Agreement.

Article XII - General Provisions

12.01 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

12.02 Amendment

This Agreement may only be amended by a written instrument signed by an authorized representative of Licensor. Licensor reserves the right to modify this Agreement for future versions of the Software.

12.03 Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.04 Waiver

No waiver of any term is deemed a waiver of any other term, nor is any waiver a continuing waiver unless expressly provided.

12.05 Assignment

You may not assign, transfer, or delegate Your rights or obligations without Licensor's prior written consent. Licensor may freely assign this Agreement. Any attempted assignment in violation is void.

12.06 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or similar relationship.

12.07 Notices

All notices must be in writing and delivered to:

12.08 Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes, or government actions.

12.09 Interpretation

Section headings are for convenience only. Unless the context requires otherwise:

• "Including" means "including without limitation."
• "Or" is disjunctive but not necessarily exclusive.
• Words in the singular include the plural and vice versa.

Article XIII - Contact Information

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